EXHIBIT 24.2

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E. FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of the undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     
/s/ David R. Andrews
   

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn, Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   
/s/ David A. Coulter
   
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   
/s/ C. Lee Cox
   
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   
/s/ William S. Davila
   
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   
/s/ Robert D. Glynn, Jr.
   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

  /s/ David M. Lawrence, MD
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

  /s/ Mary S. Metz
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

  /s/ Carl E. Reichardt
C. Lee Cox
  Carl E. Reichardt
 
   

 
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

     Each of the undersigned Directors of PG&E Corporation (the “Corporation”) hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P, ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E, FORD, and each of them, as his or her attorneys in fact with full power of substitution and resubstitution to sign in his or her capacity as such Director of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

     Each of The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, we have signed these presents this 23rd day of September, 2003.

     

 
David R. Andrews
  David M. Lawrence, MD
 
   

 
David A. Coulter
  Mary S. Metz
 
   

 
C. Lee Cox
  Carl E. Reichardt
 
   

  /s/ Barry Lawson Williams
William S. Davila
  Barry Lawson Williams
 
   

   
Robert D. Glynn,Jr.
   


 

POWER OF ATTORNEY

          ROBERT D. GLYNN, JR., the undersigned, Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation (the “Corporation”), hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E. FORD, and each of them, as his attorneys in fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his capacity as Chairman of the Board, Chief Executive Officer, and President (principal executive officer) of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

          The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 23rd day of September, 2003.

     
  /s/ Robert D. Glynn, Jr.
 
  Robert D. Glynn, Jr.

 


 

POWER OF ATTORNEY

          PETER A. DARBEE, the undersigned, Senior Vice President and Chief Financial Officer of PG&E Corporation (the “Corporation”), hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, KATHLEEN M. HAYES, DOREEN A. LUDEMANN, and JOHN E. FORD, and each of them, as his attorneys in fact with full power of substitution and resubstitution to sign and file with the Securities and Exchange Commission in his capacity as Senior Vice President and Chief Financial Officer (principal financial officer) of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

          The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 7th day of April, 2004.

     
  /s/ Peter A. Darbee
 
  Peter A. Darbee

 


 

POWER OF ATTORNEY

          CHRISTOPHER P. JOHNS, the undersigned, Senior Vice President and Controller of PG&E Corporation, hereby constitutes and appoints LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, KATHLEEN HAYES, DOREEN A. LUDEMANN and JOHN E. FORD, and each of them, as his attorneys in fact with full power of substitution and resubstitution, to sign and file with the Securities and Exchange Commission in his capacity as Senior Vice President and Controller (principal accounting officer) of said Corporation:

(A)   a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission relating to the Corporation’s offer to exchange its 6-7/8% Senior Secured Notes due 2008 for 6-7/8% Senior Secured Notes due 2008 which have been registered under the Securities Act of 1933, as amended, and
 
(B)   any and all amendments and other filings or documents related to such Registration Statement.

          The undersigned hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.

          IN WITNESS WHEREOF, I have signed these presents this 7th day of April, 2004.

     
  /s/ Christopher P. Johns
 
  Christopher P. Johns